The Indiana LLC operating agreement is a legal document that will provide assistance to member(s) of businesses of any size, to provide an outline of the company’s organization of members, operational procedures, and many various aspects of the business that will be agreed upon by all members prior to implementation.
Although the State of Indiana does not require companies to file this document, it is, in fact, advised that all companies (size unimportant) have this document available. Without the availability of the document, in the event that the company finds that they are faced with any type of litigation, the laws will default to state laws, leaving all members personally liable for the company’s debts.
The document will create a necessary separation of personal assets and financial accounts, from those of the business. The document is required, to keep the company’s members from becoming vulnerable. To implement the document would also provide much needed tax benefits, that without the document, would not be possible under current state laws.
The member(s) should closely review the entire document, to be sure that the member(s) understand the language. If they find there is confusion, the member(s) may decide to consult with an attorney to answer to clarification of legalities.
Table of Contents
Multi-Member – Use for an LLC with more than one owner to establish primary business operations and financial relationships.
Single-Member – For a company that has just one (1) owner. It is recommended, although not required, to have this form written as to protect the entity status of the business.
The State of Indiana requires the name of a Limited Liability Company (LLC) to be distinguishable from the name of any other business operating in the State. To ensure that the name you’ve chosen is available, you may conduct a of the Secretary of State’s records.
Step 1 – Registered Agent
All LLCs in Indiana must nominate a Registered Agent; the Registered Agent will act as a contact for the business, receiving service of process notices and annual state filings, among other things. The Registered Agent may be a:
- Person with residence in Indiana
- Incorporated business which maintains their own Registered Agent in Indiana
Step 2 – Entity Type
Choose the type of LLC that you would like to file. A Domestic application should be submitted by those wishing to form a new LLC within the State. If the LLC is expanding into Indiana from an outside jurisdiction, they will be filing as a Foreign LLC.
- Domestic – Articles of Organization
- Apply – * or Adobe PDF
- Foreign – Certificate of Authority
- Apply – * or Adobe PDF
*Those applying online must create an in order to access the Secretary of State filing system.
Step 3 – Pay the Filing Fee
If applying Online, you will be prompted to pay the filing fee by credit/debit card or e-check. Applications submitted via Adobe PDF will need to include a check or money order made payable to the ‘Secretary of State’. The fees are as follows:
- Domestic LLC
- Online – $95
- Adobe PDF – $100
- Foreign LLC
- Online – $105
- Adobe PDF – $125
All paper applications (Adobe PDF) must be delivered to the below address. Foreign LLCs must also attach a Certificate of Existence, dated within the last sixty (60) days and issued by the proper authority in the jurisdiction of initial formation.
302 West Washington Street, Room E-018, Indianapolis, IN 46204
Step 4 – Operating Agreement
An operating agreement is an organizational tool that the managing member(s) of the LLC may use to state, in a clear and legal manner, the operating procedures of the LLC. The form is not required by State law and it is not to be filed with the Secretary of State offices. Instead, it should be distributed internally and agreed upon by each relevant party.
Step 5 – Employer Identification Number (EIN)
An Employer Identification Number (EIN) is issued to business entities for the purpose of reporting tax information to the Internal Revenue Service (IRS). Certain financial transactions will be unavailable unless operating with an EIN, including the payment of withheld taxes on employee wages. The following methods of application may be used to obtain an EIN:
Step 1 – Establish the Document – Submit the name of the company in the line provided at the top of the document.
Step 2 – The Agreement – Provide the date that the agreement shall be entered into.
- Check the applicable box
- Enter the required information behind the checked box as follows:
- Single-Member – Provide the company name and the state where the company will reside. Enter the owner’s name and the owner’s business address
- Multi-Member – Submit each member’s name and address
Step 3 – Name and Principal Place of Business – Submit the following:
- The company name
- The company address
- City where the company will reside
Read all remaining information and submit all required information, which is as follows:
- Enter the date the company was formed, in dd/mm/yy format
- Read the statements within the following two titles:
Member Capitol Contributions –
- Check the box that shall apply to the company
- Single-Members – Read the information contained in the paragraph
- Multi-Members – Submit each member’s name and capital contribution
- The members must read the remaining information as follows:
Distributions – The members must review all the information under this title.
- Check the applicable box
- Single-Members – Review the information following the checked box
- Multi-Members – Provide each member’s name and enter their Percentage of Interest
- Continue to read the remaining information:
Step 4 – Books, Records and Tax Returns –
- Check the appropriate box
- Read all information behind the box
Proceed by carefully reading the following titles:
- Bank Accounts
- Management of the Company
- Select and check the appropriate box
- Single-Member – Read the information provided
- Multi-Members – Review the information after the checked box
- Submit the acceptable maximums into each line provided
Step 5 – Titled Sections – Member(s) must check the box if applicable and read the information provided.
- Meetings of Members – Enter an annual date when all members should expect to meet
- Assignment of Interests
- Ownership of Company Property (Single-Member) – Check the box. Read the information within this title
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the applicable box and review the information behind the chosen box
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Submit the name of the company and the date when the document will become effective, in dd/mm/yyyy format
- Indemnification (Single-Member)
Step 6 – Signatures –
- Submit the date of execution of the agreement, in dd/mm/yy format
- Provide the business name
- Enter the signature of a selected company representative
- Members must provide signatures
Once the document is complete, copies must be provided to all members for personal record keeping. The document should be kept in a safe location.